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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 18, 2025
HEARTCORE ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41272 | 87-0913420 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 1-2-33, Higashigotanda, Shinagawa, Tokyo, Japan |
141-0022 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code +81-3-6409-6966
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | HTCR | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On August 18, 2025, HeartCore Enterprises, Inc. (the “Company”) issued a press release announcing that its Go IPO client, rYojbaba Co., Ltd. (“rYojbaba”), has successfully commenced trading under the symbol “RYOJ” on The Nasdaq Capital Market.
The Company was compensated through an aggregate of $500,000 in initial fees and warrants to acquire 3% of rYojbaba’s common stock, on a fully diluted basis, which total up to approximately $1.35 million as of August 14, 2025.
The press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. The information contained in the press release is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description | |
| 99.1 | Press release of the registrant issued on August 18, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: August 18, 2025 | HEARTCORE ENTERPRISES, INC. | |
| By: | /s/ Sumitaka Yamamoto | |
| Sumitaka Yamamoto | ||
| Chief Executive Officer | ||
Exhibit 99.1
HeartCore’s Go IPO Client, rYojbaba Co., Ltd., Begins Trading on the Nasdaq Stock Market
NEW YORK and TOKYO, August 18, 2025 (GLOBE NEWSWIRE) -- HeartCore Enterprises, Inc. (Nasdaq: HTCR) (“HeartCore” or the “Company”), a leading enterprise software and consulting services company based in Tokyo, announced its Go IPO client, rYojbaba Co., Ltd. (“rYojbaba”), has successfully commenced trading under the symbol “RYOJ” on the Nasdaq Capital Market. HeartCore was compensated through an aggregate $500,000 in initial fees and warrants to acquire 3% of rYojbaba’s common stock, on a fully diluted basis, which total up to approximately $1.35 million as of August 14, 2025.
Pursuant to the initial agreement, the Company assisted rYojbaba throughout the listing process, including the audit and legal firm hiring process, translating requested documents into English, assisting in the preparation of documentation for internal controls required for an initial public offering, providing general support services, assisting in the preparation of the F-1 filing, and more.
“I am pleased to announce the successful listing of our client, rYojbaba, on the Nasdaq Capital Market,” said HeartCore CEO Sumitaka Kanno. “This milestone not only represents a major achievement for our client but also is an encouraging sign for broader IPO activity, particularly within the micro- and small-cap realm. So far this year, we’ve signed two new Go IPO clients, highlighting our commitment to continue expanding our client base and deepening our engagement across Japan and the broader Asia-Pacific region. Additionally, several of our other Go IPO clients are progressing well in their IPO journey, and we may see one or more further listings later this year or in early 2026. Our Go IPO business continues to serve as a valuable growth engine, offering opportunistic revenue upside. We anticipate that the warrants we received as part of our services will contribute meaningfully to our third quarter revenue and look forward to supporting our other Go IPO clients through their journey toward a U.S. listing.”
About HeartCore Enterprises, Inc.
Headquartered in Tokyo, Japan, with offices in New York and San Francisco, CA, HeartCore is a leading enterprise software and IPO consulting services company. HeartCore offers Software as a Service (SaaS) solutions to enterprise customers in Japan and worldwide. The Company also provides data analytics services that allow enterprise businesses to create tailored web experiences for their clients through best-in-class design.
HeartCore’s customer experience management platform (CXM Platform) includes marketing, sales, service and content management systems, as well as other tools and integrations, which enable companies to enhance the customer experience and drive engagement. HeartCore also operates a digital transformation business that provides customers with robotics process automation, process mining and task mining to accelerate the digital transformation of enterprises.
HeartCore’s Go IPOSM consulting service helps Japanese-based companies go public in the U.S.
Additional information about the Company's products and services is available at https://heartcore-enterprises.com/.
Forward-Looking Statements
All statements other than statements of historical facts included in this press release are forward-looking statements. In some cases, forward-looking statements can be identified by words such as “believed,” “intend,” “expect,” “anticipate,” “plan,” “potential,” “continue,” or similar expressions. Such forward-looking statements include risks and uncertainties, and there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors, risks, and uncertainties are discussed in HeartCore’s filings with the Securities and Exchange Commission. Investors should not place any undue reliance on forward-looking statements since they involve known and unknown, uncertainties and other factors which are, in some cases, beyond HeartCore’s control which could, and likely will materially affect actual results, and levels of activity, performance, or achievements. Any forward-looking statement reflects HeartCore’s current views with respect to future events and is subject to these and other risks, uncertainties, and assumptions relating to operations, results of operations, growth strategy, and liquidity. HeartCore assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. The contents of any website referenced in this press release are not incorporated by reference herein.
HeartCore Investor Relations Contact:
Gateway Group, Inc.
John Yi and Steven Shinmachi
HTCR@gateway-grp.com
(949) 574-3860